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DHRUV CONSULTANCY SERVICES LIMITED

CIN: U74999MH2003PLC141887

Regd. Office:

501, Pujit Plaza, Palm Beach Road, Sector - 11, Opp. K-Star Hotel, Near CBD

Station, CBD Belapur, Navi Mumbai-400614, Maharashtra

mail: cs@dhruvconsultancy.in • Website: www.dhruvconsultancy.in

Tel • Fax: +91 22 27570710

NOTICE

NOTICE is hereby given that the 15th Annual General Meeting of the Members of

DHRUV CONSULTANCY SERVICES LIMITED will be held on Monday, the 10th day of

September, 2018 at 10 a.m. at The Park Hotel, sector 10, CBD Belapur, Navi Mumbai

-400 614, to transact the following businesses:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements for the

Financial Year ended 31st March, 2018 and the Reports of the Directors and

Auditors thereon.

2. To appoint a Director in place of Mr. Milind V Kulkarni (DIN: 06951448), who

retires by rotation and being eligible, offers himself for re-appointment.

3. To consider and if thought fit, to pass, with or without modification(s), the

following resolution, as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 139, 141, 142 and

other applicable provisions, if any, of the Companies Act, 2013 read with

the Companies (Audit and Auditors) Rules, 2014, the Companies

(Amendment) Act, 2017 (including any statutory modification(s) or re-

enactment(s) thereof for the time being in force), the Company hereby

ratifies the appointment of M/s. Chetan Joshi & Co., Chartered Accountants

(Firm Registration No. 128063W) as the Statutory Auditors of the Company

from the conclusion of this Annual General Meeting (AGM) till the conclusion

of the 16th AGM of the Company to examine and audit the accounts of the

Company at such remuneration as may be fixed by the Board of

Directors/Committee, thereof in consultation with the said Auditors, apart

from reimbursement of travelling and out of pocket expenses as may be

incurred by them for the purpose of audit.”

“RESOLVED FURTHER THAT the Board of Directors of the Company (including

its Committee thereof), be and is hereby authorized to do all such acts,

deeds, matters and things as may be considered necessary, desirable or

expedient to give effect to this resolution.”

4. To consider and if thought fit, to pass, with or without modification(s), the

following resolution, as an Ordinary Resolution:

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“RESOLVED THAT pursuant to the provisions of Sections 139, 141, 142 and

other applicable provisions, if any, of the Companies Act, 2013 read with

the Companies (Audit and Auditors) Rules, 2014, the Companies

(Amendment) Act, 2017 (including any statutory modification(s) or re-

enactment(s) thereof for the time being in force), the Company hereby

ratifies the appointment of M/s. Mittal and Associates, Chartered

Accountants., (Firm Registration No. 106456W) as the Statutory Auditors of

the Company from the conclusion of this Annual General Meeting (AGM)

till the conclusion of the 16th AGM of the Company to examine and audit

the accounts of the Company at such remuneration as may be fixed by the

Board of Directors/Committee, thereof in consultation with the said Auditors,

apart from reimbursement of travelling and out of pocket expenses as may

be incurred by them for the purpose of audit.”

“RESOLVED FURTHER THAT the Board of Directors of the Company (including

its Committee thereof), be and is hereby authorized to do all such acts,

deeds, matters and things as may be considered necessary, desirable or

expedient to give effect to this resolution.”

SPECIAL BUSINESS:

5. Approval of DCSL - Employees Stock Option Plan 2018 and Grant of Options

to issue securities equal to or exceeding One per cent but not exceeding

Five per cent of the issued Capital of the Company during any One financial

year to identified employees under DCSL - Employees Stock Option Plan

2018

To consider and if thought fit, to pass, with or without modification(s), the

following resolution, as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 42, 62 (1) (b) of the

Companies Act, 2013 (“the Act”) and the Companies (Share Capital and

Debentures) Rules, 2014 and other applicable provisions, if any, of the Act,

including any statutory modification(s) or re-enactment of the Act for the time

being in force and in accordance with the provisions of the Memorandum

and Articles of Association of the Company and the provisions of the

Securities and Exchange Board Of India (Share Based Employee Benefits)

Regulations, 2014 including any modifications thereof or supplements thereto

(“the SEBI ESOS Regulations”), SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 (“the SEBI LODR Regulations”), the

Listing Agreement entered into with the Stock Exchange where the securities

of the Company are listed any other applicable laws for the time being in

force and subject to such other consents, permissions, sanctions and

approvals which may be agreed by the Board of Directors of the Company

(hereinafter referred to as “the Board” which term shall be deemed to include

the Nomination and Remuneration Committee), the consent of the

Shareholders be and is hereby accorded to introduce and implement the

DCSL - Employees Stock Option Plan 2018 (“ESOP - 2018”) the salient features

of which are detailed in the Explanatory Statement to this Notice and to

create, grant, offer, issue and allot at any time in one or more tranches to or

for the benefit of such person(s) who are in the permanent employment of

the Company, whether working in India or outside India, including Director of

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the Company, whether Whole-time director or not, but excluding Promoter,

Promoter group and independent Directors and such other persons as may

from time to time be allowed to be eligible for the benefit under the provisions

of applicable laws and Regulations prevailing from time to time (hereinafter

collectively referred to as “Employees”) selected on the basis of criteria

decided by the Board under the ESOP - 2018, such number of stock options

convertible into Equity Shares of the Company (“Options”), in one or more

tranches, not exceeding 70,00,000 equity shares of face value of Rs. 10 each,

at such price and on such terms and conditions as may be fixed or

determined by the Board in accordance with the ESOP - 2018, and all

provisions of applicable laws.

RESOLVED FURTHER THAT the Scheme may also envisage provisions for

providing financial assistance to the Eligible Employees to enable them to

acquire, purchase or subscribe to the said Securities of the Company in

accordance with the provisions of the Act/Regulations.

RESOLVED FURTHER THAT the Board be and is hereby authorized to issue and

allot Equity Shares directly to the eligible Employees upon exercise of Options

from time to time in accordance with the ESOP - 2018 and such equity shares

shall rank pari-passu in all respects with the then existing equity shares of the

Company.

RESOLVED FURTHER THAT in case of any corporate action(s) such as rights

issues, bonus issues, merger and sale of division or other re-organisation of

capital structure of the Company, as applicable from time to time, if any

additional equity shares are issued by the Company for the purpose of

making a fair and reasonable adjustment to the Stock Options granted

earlier, the above ceiling shall be deemed to be increased to the extent of

such additional equity shares issued.

RESOLVED FURTHER THAT in case the equity shares of the Company are either

sub-divided or consolidated, then the number of equity shares to be issued

and allotted on exercise of Options granted under the ESOP - 2018 and the

exercise price of Options granted under the ESOP - 2018 shall automatically

stand augmented or reduced, as the case may be, in the same proportion

as the present face value of Rs. 10 per equity share bears to their vised face

value of the equity shares of the Company after such sub-division or

consolidation, without affecting any other rights or obligations of the

employees who have been granted Stock Options under the ESOP - 2018.

RESOLVED FURTHER THAT without prejudice to the generality of the above the

Board, which includes the Nomination and Remuneration Committee is

authorised to formulate, evolve, decide upon and implement the ESOP -

2018, determine the detailed terms and conditions of the aforementioned

ESOP - 2018 including but not limited to the quantum of the Options to be

granted per employee, the number of Options to be granted in each

tranche, the terms or combination of terms subject to which the said Options

are to be granted, the exercise period, the vesting period, the vesting

conditions, instances where such Stock Options shall lapse and to grant such

number of Options, to such employees of the Company, at par or at such

other price, at such time and on such terms and conditions as set out in the

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ESOP - 2018 and as the Board or the Nomination and Remuneration

Committee may in its absolute discretion think fit.

RESOLVED FURTHER THAT the Nomination and Remuneration Committee be

designated as the Compensation Committee in accordance with Regulation

5(1) of the SEBI ESOS Regulations for the purposes of administration of ESOP -

2018.

RESOLVED FURTHER THAT the Board is hereby authorised to make any

modifications, changes, variations, alterations or revisions in the ESOP - 2018

as it may deem fit, from time to time or to suspend, withdraw or revive the

ESOP - 2018 from time to time, in conformity with applicable laws, provided

such variations, modifications, alterations or revisions are not detrimental to

the interests of the Employees.

RESOLVED FURTHER THAT the Board shall take necessary steps for listing of the

Equity Shares allotted under the ESOP - 2018 on the Stock Exchanges, where

the Shares of the Company are listed in accordance with the provisions of

the SEBI ESOS Regulations, the SEBI LODR Regulations and other applicable

laws and regulations.

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the

Board be and is hereby authorized to do all such acts, deeds, matters and

things as it may, in its absolute discretion, deem necessary, expedient or

proper and to settle all questions, difficulties or doubts that may arise in

relation to formulation and implementation of the ESOP - 2018 at any stage

including at the time of listing of the equity shares issued herein without

requiring the Board to secure any further consent or approval of the Members

of the Company to the end and intent that they shall be deemed to have

given their approval thereto expressly by the authority of this Resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate

all or any powers conferred herein to Nomination and Remuneration

Committee or such other Committees, with power to sub-delegate to any

Executives/Officers of the Company to do all such acts, deeds, matters and

things as also to execute such documents, writings etc., as may be necessary

in this regard.”

“RESOLVED FURTHER THAT pursuant to the provisions of Section 62(1)(b) and

all other applicable provisions, if any, of the Companies Act, 2013 (which

deems to include the provisions the Companies Act, 1956 applicable, if any,

for the time being in force), the Memorandum and Articles of Association of

the Company, Securities and Exchange Board of India (Share Based

Employee Benefits) Regulations, 2014, as and when it is made applicable to

the Company and subject to such other approvals, permissions and sanctions

as may be necessary and subject to such conditions and modifications as

may be prescribed or imposed while granting such approvals, permissions

and sanctions and notwithstanding ceiling limit for Grant of Option during any

one Financial Year to any employee or director of the Company not

exceeding One per cent of the issued Capital of the Company, consent of

the Shareholders be and is hereby accorded for Grant of option to identified

employees under ‘DCSL - Employees Stock Option Plan 2018 (ESOP – 2018)

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during any One year, equal to or exceeding One per cent but not exceeding

Five per cent of the issued capital (excluding outstanding warrants and

conversions) of the Company at the time of Grant of option in one or more

tranches, on such terms and in such manner as stated in ‘DCSL - Employees

Stock Option Plan 2018’.

6. Approval for revision in remuneration of Ms. Tanvi Auti (DIN: 07618878),

Managing Director of the Company.

To consider and if thought fit, to pass, with or without modification(s), the

following resolution, as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and 203

read with Schedule V and other applicable provisions, if any, of the

Companies Act, 2013 (“the Act”) read with the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014 or any other law

(including any statutory modification(s) or re-enactment thereof for the time

being in force) and subject to such consent(s), approval(s) and

permission(s) and subject to such conditions as may be imposed by any

authority, if any, while granting such consent(s), permission(s) and

approval(s), consent of the Members be and is hereby accorded to revise

the remuneration being paid to Ms. Tanvi Auti (DIN: 07618878), Managing

Director of the Company from the existing Rs.1,00,000/- per month as Basic

Pay to Rs. 4,00,000/- per month plus other terms and conditions including the

perquisites, etc. with effect from 01/04/2018 till his remaining tenure up to

20/12/2019, as mutually agreed by and between the Board and Ms. Auti.”

“RESOLVED FURTHER THAT in case, in any financial year, during the currency

of the tenure of the Managing Director, the Company has no profits or its

profits are inadequate, the Company will pay to the Managing Director

remuneration by way of Salary, Benefits, Perquisites, Allowances and

Incentive Remuneration as per the provision(s) under Schedule V to the

Companies Act, 2013.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is

hereby severally authorised to file the statutory application and other forms,

remit fees and to do all such acts, deeds and things as may be necessary

and incidental to give effect to the aforesaid Resolution.”

7. Approval for revision in remuneration of Mr. Sandeep Dandawate (DIN:

01779289), Executive Director of the Company.

To consider and if thought fit, to pass, with or without modification(s), the

following resolution, as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and 203

read with Schedule V and other applicable provisions, if any, of the

Companies Act, 2013 (“the Act”) read with the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014 or any other law

(including any statutory modification(s) or re-enactment thereof for the time

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being in force) and subject to such consent(s), approval(s) and

permission(s) and subject to such conditions as may be imposed by any

authority, if any, while granting such consent(s), permission(s) and

approval(s), consent of the Members be and is hereby accorded to revise

the remuneration being paid to Mr. Sandeep Dandawate (DIN: 01779289),

Executive Director of the Company from the existing Rs. 62,500/- per month

as Basic Pay to Rs. 3,00,000/- per month plus other terms and conditions

including the perquisites, etc. with effect from 01/04/2018 till his remaining

tenure up to 31/03/2021, as mutually agreed by and between the Board

and Mr. Dandawate.”

“RESOLVED FURTHER THAT in case, in any financial year, during the currency

of the tenure of the Executive Director, the Company has no profits or its

profits are inadequate, the Company will pay to the Executive Director

remuneration by way of Salary, Benefits, Perquisites, Allowances and

Incentive Remuneration as per the provision(s) under Schedule V to the

Companies Act, 2013.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is

hereby severally authorised to file the statutory application and other forms,

remit fees and to do all such acts, deeds and things as may be necessary

and incidental to give effect to the aforesaid Resolution.”

8. Approval of Related Party Transaction(s).

To consider and if thought fit, to pass, with or without modification(s), the

following resolution, as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 188 and other

applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read

with the Rule 15(3) of the Companies (Meetings of Board and its Powers)

Rules, 2014, the Companies (Amendment) Act, 2017 (including any statutory

modification(s) or re-enactment(s) thereof for the time being in force) and

in terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, as amended from time to time, the

Members of the Company hereby accord their consent and also approve

the material Related Party Transaction(s) entered or to be entered between

the Company and its subsidiaries and/or related parties including the

Consortium/Joint Venture (JV) or such other Contracts and/or

arrangements as deemed fit by the Board and Audit Committee and also

as per the details as set out in the Explanatory Statement for Item No 8

annexed to this Notice.”

“RESOLVED FURTHER THAT the Board of Directors and/or any Committee

constituted by the Board of the Company be and is hereby authorised to

do all such acts, deeds and things, settle any queries, difficulties, doubts

including variation in amount that may arise with regard to any transaction

with the related party, finalise the terms and conditions as may be

considered necessary, expedient or desirable and execute such

agreements, documents and writings and to make such filings as may be

necessary or desirable, in order to give effect to this Resolution in the best

interest of the Company."

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By and on behalf of the Board of Directors

For Dhruv Consultancy Services Limited

Place: Mumbai Tanvi Auti

Date: August 11, 2018 Managing Director

DIN : 07618878

Regd. Office: 501, Pujit Plaza, Palm Beach Road, Sector - 11,

Opp. K-Star Hotel, Near CBD Station, CBD Belapur,

Navi Mumbai-400614, Maharashtra

CIN: U74999MH2003PLC141887

mail: cs@dhruvconsultancy.in

Tel • Fax: +91 22 27570710

NOTES

1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

(“Act”) setting out material facts concerning above item of business to be

transacted is annexed hereto. The relevant details as required under

Regulations 26(4) and 36(3) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial

Standard on General Meetings issued by the Institute of Company Secretaries

of India, of the person seeking appointment/ re-appointment as Director under

Item Nos.3, 5 and 6 of the Notice, are also annexed.

2. A Member entitled to attend and vote at the Annual General Meeting (AGM) is

entitled to appoint a proxy to attend and vote instead of himself and the proxy

need not be a Member of the Company. The instrument appointing the proxy,

in order to be effective, must be deposited at the Company's Registered Office,

duly completed and signed, not less than 48 hours before the commencement

of the AGM. Proxies submitted on behalf of companies, societies etc., must be

supported by appropriate resolutions / authority letter, as applicable. A person

can act as proxy on behalf of Members not exceeding 50 (Fifty) and holding in

the aggregate not more than 10% of the total share capital of the Company

carrying voting rights. In case a proxy is proposed to be appointed by a

Member holding more than 10% of the total share capital of the Company

carrying voting rights, then such proxy shall not act as a proxy for any other

person or shareholder.

3. The Register of Members and Share Transfer Books of the Company will be

closed from Tuesday, 4th September, 2018 to Monday, 10th September, 2018

(both days inclusive).

4. Members, Proxies and Authorised Representatives are requested to bring to the

meeting, the Attendance Slip, duly completed and signed, mentioning therein

details of their Folio/DP ID and Client ID No.

5. Members holding shares in dematerialized form are requested to intimate all

changes pertaining to their bank details such as bank account number, name

of the bank and branch details, MICR code and IFSC code, mandates,

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nominations, power of attorney, change of address, change of name, e-mail

address, contact numbers, etc., to their Depository Participant (DP). Changes

intimated to the DP will then be automatically reflected in the Company's

records which will help the Company and the Company's Registrars and

Transfer Agents, Link Intime India Private Limited (“Link Intime”) to provide

efficient and better services. Members holding shares in physical form are

requested to intimate such changes to Link Intime.

6. The Securities and Exchange Board of India (“SEBI”) has mandated the

submission of Permanent Account Number (PAN) by every participant in

securities market. Members holding shares in electronic form are, therefore,

requested to submit the PAN to their depository participants with whom they

are maintaining their demat accounts. Members holding shares in physical form

can submit their PAN details to Link Intime.

7. In case of joint holders attending the AGM, the Member whose name appears

as the first holder in the order of names as per the Register of Members of the

Company will be entitled to vote.

8. Any Member desirous of getting any information on the accounts or operations

of the Company is requested to forward his/her queries to the Company at

least seven working days prior to the AGM, so that the required information can

be made available at the AGM.

9. The Notice of the AGM along with the Annual Report 2017-18 is being sent by

electronic mode to those Members whose e-mail addresses are registered with

the Company / Depositories, unless any Member has requested for a physical

copy of the same. Those members who have received Annual Report 2017-18

in electronic mode will be entitled to receive such communication in Physical

form, upon making request for the same, by post free of cost. For any

communication the members may also send request to the Company at

cs@dhruvconsultancy.in. For Members who have not registered their e-mail

addresses, physical copies are being sent by the permitted mode. Members

may note that this Notice and the Annual Report 2017-18 will also be available

on the Company's website viz. www.dhruvconsultancy.in.

10. To support the 'Green Initiative', Members who have not registered their

e-mail addresses are requested to register the same with DPs / Link Intime.

11. All the documents referred to in the Notice of AGM are available at the

Company’s Registered Office for Inspection between 11.00 A.M. to 01.00 P.M.

on all working days (Monday to Friday) till the conclusion of the AGM.

12. The route map of venue of the AGM is enclosed.

13. In compliance with the provisions of Section 108 of the Act read with Rule 20 of

the Companies (Management and Administration) Rules, 2014, as amended

from time to time and Regulation 44 of the SEBI Listing Regulations, the Members

are provided with the facility to cast their vote electronically, through the e-

voting services provided by National Securities Depository Limited (NSDL), on all

the resolutions set forth in this Notice.

14. In order to enable its members, who do not have the access to e-voting facility

to send their assent or dissent in writing in respect of the resolutions as set out in

this notice, the Company is enclosing a Ballot Form with the notice. The

instructions for Ballot Forms are given at the back of the said form. The members

can send duly completed Ballot Form so as to reach the Scrutinizer appointed

by the Board of Directors of the Company, at the Registered Office of the

Company, not later than Sunday, 9th September, 2018 (5.00 p.m. IST). The name

of the members who have cast their vote through the enclosed Ballot Form must

appear in the Register of Members/List of Beneficial Owners as on Monday, 3rd

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September, 2018, (cut-off date) failing which their votes shall be treated as

invalid. Ballot Forms deposited in person or sent by post or courier at the

expense of the Member will also be accepted. Members have the option to

request for physical copy of the Ballot Form by sending an e-mail to

rnt.helpdesk@linkintime.co.in by mentioning their Folio/DP ID and Client ID No.

15. The facility for voting through Ballot Paper shall be made available at the AGM

and the members attending the meeting, who have not cast their vote by e-

voting or Ballot Forms shall be able to exercise their right at the meeting through

Ballot Paper.

16. A Member can opt for only one mode of voting i.e. either through e-voting or

by Ballot Form/Paper. If a Member casts votes by both modes, then voting done

through e-voting shall prevail and Ballot Form/Paper shall be treated as invalid.

17. Resolution(s) passed by Members through Ballot Forms or e-voting is/are

deemed to have been passed as if they have been passed at the AGM.

18. The Members who have cast their vote by e-voting or Ballot Form prior to the

AGM may also attend the AGM but shall not be entitled to cast their vote

again.

19. Atul Kulkarni from Atul Kulkarni & Associates, Practising Company Secretary

(Membership No. FCS F7592 CP No. 8392) has been appointed as the Scrutinizer

to scrutinize the voting and e-voting process in a fair and transparent manner.

20. The Scrutinizer shall within a period not exceeding 2 (Two) working days form

the conclusion of the e-voting period unblock the votes in the presence of at

least 2 (Two) witnesses not in the employment of the Company and make a

Scrutinizer’s report of the votes cast in favour or against, if any, forthwith to the

Chairman of the Company.

21. The Results shall be declared on or after the AGM of the Company. The Results

declared alongwith the Scrutinizer’s report shall be placed on the Company’s

website www.dhruvconsultancy.in and on the website of NSDL within 2 (Two)

working days of passing of the resolutions at the AGM of the Company and the

same will also be communicated to the Stock Exchanges.

22. The instructions for e-voting are as under:

a. In case a Member receives an email from NSDL [for members whose email

IDs are registered with the Company/Depository Participant(s)]:

i. Open email and open PDF file viz; “DHRUV e-voting.pdf” with your

Client ID or Folio No. as password. The said PDF file contains your user

ID and password/PIN for e-voting. Please note that the password is an

initial password.

ii. Launch internet browser by typing the URL:

https://www.evoting.nsdl.com/

iii. Click on “Shareholder – Login”.

iv. Put user ID and password as initial password/PIN noted in step i. above.

Click Login.

v. Password change menu appears. Change the password/PIN with

new password of your choice with minimum 8 digits/ characters or

combination thereof. Note new password. It is strongly

recommended not to share your password with any other person

and take utmost care to keep your password confidential.

vi. Home page of e-voting opens. Click on e-Voting: Active Voting Cycles.

vii. Select “EVEN” (Electronic Voting Event Number) of Dhruv Consultancy

Services Limited.

viii. Now you are ready for e-voting as Cast Vote page opens.

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ix. Cast your vote by selecting appropriate option and click on “Submit”

and also “Confirm” when prompted.

x. Upon confirmation, the message “Vote cast successfully” will be

displayed.

xi. Once you have voted on the resolution, you will not be allowed to

modify your vote.

xii. The Institutional shareholders (i.e. other than Individuals, HUF, NRI, etc.)

are required to send scanned copy (PDF/JPG Format) of the relevant

Board Resolution/Authority letter etc. together with attested specimen

signature of the duly authorised signatory(ies) who are authorised to

vote, to the Scrutinizer through e-mail to atulvkulkarni@gmail.com with

a copy marked to evoting@nsdl.co.in.

b. In case a Member receives physical copy of the Notice of AGM [for

members whose email IDs are not registered with the Company/

Depositories.]

i Initial password is provided in the enclosed Attendance Slip: EVEN (E-

Voting Event Number), user ID and password.

ii Please follow all steps from Sr. No. ii to Sr. No. xii of 23. a. above, to cast

vote.

c. Other Instructions:

i. The e-voting period commences on Friday, 7th September, 2018 (9.00

a.m. IST) and ends on Sunday, 9th September, 2018 (5.00 p.m. IST).

During this period, Members holding shares either in physical form or in

dematerialized form, as on Monday, 3rd September, 2018 i.e. cut-off

date, may cast their vote electronically. The e-voting module shall be

disabled by NSDL for voting thereafter. Once the vote on a resolution

is cast by the Member, he / she shall not be allowed to change it

subsequently or cast vote again.

ii. The voting rights of Members shall be in proportion to their shares in the

paid up equity share capital of the Company as on the cut-off date.

A person, whose name is recorded in the register of members or in the

register of beneficial owners maintained by the depositories as on the

cut-off date only shall be entitled to avail the facility of voting, either

through e-voting or Ballot Form/Paper.

iii. Any person, who acquires shares of the Company and becomes a

Member of the Company after dispatch of the Notice and holding

shares as of the cut-off date, may obtain the login ID and password by

sending a request at evoting@nsdl.co.in. However, if he/she is already

registered with NSDL for e-voting then he/she can use his/her existing

User ID and password for casting vote. If you forgot your password, you

can reset your password by using “Forgot User Details / Password”

option available on www.evoting.nsdl.com or contact NSDL at the toll

free no.: 1800-222-990.

iv. A person who is not a Member as on the cut-off date i.e. Monday, 3rd

September, 2018 should treat this Notice for information purposes only.

v. In case any queries, please refer to “Frequently Asked Questions”

(FAQs) for members and “remote e-voting user manual for members”

available at the “Downloads” section of the website

www.evoting.nsdl.com or call on toll free no.: 1800-222-990.

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For any other queries relating to the shares of the Company, you may contact the

Share Transfer Agents at the following address:

Link Intime India Private Limited

C 101, 247 Park, L B S Marg,

Vikhroli West, Mumbai 400 083

Tel.: +91 22 49186270 Fax: +91 22 49186060

E-mail: rnt.helpdesk@linkintime.co.in

Registered Office and Communication details of the Company:

501, Pujit Plaza, Palm Beach Road, Sector - 11,

Opp. K-Star Hotel, Near CBD Station, CBD Belapur,

Navi Mumbai-400614, Maharashtra

CIN: U74999MH2003PLC141887

mail: cs@dhruvconsultancy.in

Tel • Fax: +91 22 27570710

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102

OF THE COMPANIES ACT, 2013

ITEM NO.3

M/s. Chetan Joshi & Co., Chartered Accountants (Firm Registration No. 128063W)

were appointed as the Statutory Auditors of the Company at the 14th Annual

General Meeting of the Company to hold office till the conclusion of the 19th

Annual General Meeting, subject to ratification at every Annual General Meeting

(AGM) of the Company.

Considering, applicability of the provisions of Section 40 of the Companies

(Amendment) Act, 2017 notified with effect from 7th May, 2018, the requirement of

ratification of appointment of Auditors by members at every AGM has been

omitted.

However, considering the resolution passed at the 14th AGM, the Board as an

abundant caution recommends the ratification of the Statutory Auditor at this

AGM and the Board is of the opinion that no ratification for the appointment of the

Statutory Auditors would be required from next AGM and they shall continue to

hold office of Statutory Auditors till the conclusion of the 19th AGM of the Company.

None of the Directors, Key Managerial Personnel of the Company or any of their

relatives, are concerned or interested in the proposed resolution except to the

extent of their equity holdings in the Company, if any.

The Board recommends the Ordinary Resolution set forth in Item No. 3 of the Notice

for approval of the shareholders.

Item No. 4

M/s. Mittal and Associates, Chartered Accountants (Firm Registration No. 106456W)

were appointed as the Joint Statutory Auditors of the Company at the Board

Meeting of the Company held on May 4, 2018 to hold office till the ensuing 15th

Annual General Meeting, subject to ratification at every next Annual General

Meeting (AGM) of the Company.

Considering, applicability of the provisions of Section 40 of the Companies

(Amendment) Act, 2017 notified with effect from 7th May, 2018, the requirement of

ratification of appointment of Auditors by members at every AGM has been

omitted.

However, considering the resolution passed at the Board Meeting of the company,

the Board as an abundant caution recommends the ratification of the Joint

Statutory Auditor at this AGM and the Board is of the opinion that no ratification for

the appointment of the Statutory Auditors would be required from next AGM and

they shall continue to hold office of Statutory Auditors till the conclusion of the 19th

AGM of the Company.

13

None of the Directors, Key Managerial Personnel of the Company or any of their

relatives, are concerned or interested in the proposed resolution except to the

extent of their equity holdings in the Company, if any.

The Board recommends the Ordinary Resolution set forth in Item No. 4 of the Notice

for approval of the shareholders.

Item No. 5

Stock Options represent a reward system based on performance. They help

companies attract, retain and motivate the best available talent. Stock Options

also provide a company with an opportunity to optimise its personnel costs. This

also provides an opportunity to employees to participate in the growth of the

company, besides creating long term wealth in their hands.

Further, as the business environment is becoming increasingly competitive, it is

important to attract and retain qualified, talented and competent personnel in the

Company. Your Company believes in rewarding its Employees, for their continuous

hard work, dedication and support, which has led the Company on the growth

path.

Keeping in line with the above, “DCSL - Employees Stock Option Plan 2018” (‘the

Scheme’) has been formulated by the Company and to be implemented by

Nomination & Remuneration Committee constituted under Section 178 of the

Companies Act, 2013 in accordance with the requirements of Securities and

Exchange Board Of India (Share Based Employee Benefits) Regulations, 2014 (“SEBI

ESOS Regulations”) issued by SEBI and other applicable laws. The Scheme has been

approved by the Board of Directors at their Meeting held on June 30, 2018, subject

to the approval of the members.

The Scheme will be operated and administered under the superintendence of the

Company’s Nomination and Remuneration Committee, which is a Committee of

the Board of Directors, the majority of whose Members are Independent Directors.

The Nomination and Remuneration Committee will formulate the detailed terms

and conditions of the Scheme including:

Number of options to be granted to any Employee, and in the aggregate;

Terms on which the options will vest;

The conditions under which options vested in Employees may lapse in case of

termination of Employees for misconduct;

The exercise period within which an Employee should exercise the options, and

lapsing of options on failure to exercise the options within the exercise period and

determination of exercise price which may be different for different class/ classes

of Employees falling in the same tranche of grant of Options issued under ESOP -

2018;

The specified time period within which the Employee shall exercise the vested

options in the event of termination or resignation of the Employee;

The right of an Employee to exercise all the options vested in him at one time or at

various points of time within the exercise period;

14

The procedure for making a fair and reasonable adjustment to the number of

options and to the exercise price in case of rights issues, bonus issues and other

corporate actions;

The grant, vesting and exercise of options in case of Employees who are on long

leave; and

Any other related or incidental matters.

Brief Description of the Scheme is given as under:

The total number of options to be granted

The total number of options that may, in the aggregate, be issued would be such

number of options which shall entitle the option holders to acquire in one or more

tranches upto 70,00,000 equity shares of Rs. 10 each (or such other adjusted figure

for any bonus, stock splits or consolidations or other re-organisation of the capital

structure of the Company as may be applicable from time to time).

SEBI ESOS Regulations require that in case of any corporate action(s) such as rights

issues, bonus issues, merger and sale or division, and others, a fair and reasonable

adjustment needs to be made to the Options granted. Accordingly, if any

additional Equity Shares are issued by the Company to the Option grantees for

making such fair and reasonable adjustment, the above ceiling Shares shall be

deemed to be increased to the extent of such additional equity shares issued

Vested options lapsed due to non-exercise and/or unvested options that get

cancelled due to resignation of Option grantees or otherwise, would be available

for being re-granted at a future date. The Board is authorized to re-grant such

lapsed / cancelled options as per the provisions of ESOP - 2018.

Identification of classes of employees entitled to participate and be beneficiaries

in the Scheme

All permanent employees of the Company working in India or out of India and

Directors (whether Managing/Whole time Director or not), (present or future)

(excluding promoters and an employee who is a Promoter or a person belonging

to the Promoter Group) and further excluding a director who either by himself or

through his relative or through any Body Corporate, directly or indirectly holds more

than 10% of the outstanding equity shares of the Company and excluding

Independent Directors as may be decided by the Nomination and Remuneration

Committee.

The class of Employees eligible for participating in the Scheme shall be determined

on the basis of the grade, number of years’ service, performance, role assigned to

the employee and such other parameters as may be decided by the Nomination

and Remuneration Committee in its sole discretion from time to time.

The options granted to an Employee will not be transferable to any person and

shall not be pledged, hypothecated, mortgaged or otherwise alienated in any

other manner.

15

Terms of the scheme:

The Company shall not vary the terms of the schemes in any manner, which may

be detrimental to the interests of the Option Grantees: Provided that the company

shall be entitled to vary the terms of the schemes to meet any regulatory

requirements.

Subject to the proviso to sub-regulation (1), the company may by special resolution

in a general meeting vary the terms of the schemes offered pursuant to an earlier

resolution of the general body but not yet exercised by the employee provided

such variation is not prejudicial to the interests of the Option Grantees.

The notice for passing special resolution for variation of terms of the schemes shall

disclose full details of the variation, the rationale therefore, and the details of the

Option Grantees who are beneficiaries of such variation.

The Company may re-price the options as the case may be which are not

exercised, whether or not they have been vested if the terms of the grants were

rendered unattractive due to fall in the price of the shares in the stock market;

Provided that the company ensures that such re-pricing shall not be detrimental to

the interest of the Option Grantees and approval of the shareholders in general

meeting has been obtained for such re-pricing.

Transferability of Employee Stock Options:

The Options granted to an employee shall not be transferable to any person and

shall not be pledged, hypothecated, mortgaged or otherwise alienated in any

manner. However, in the event of the death of the Option Grantee, the right to

exercise all the Options granted to him till such date shall be vest in his legal heirs

or nominees.

In the event of resignation or termination of the Option Grantee, all the options

which are granted and yet not vested as on that day shall lapse.

In the event that an Option Grantee who has been granted benefits under a

scheme is transferred or deputed to subsidiary company (if any) prior to vesting or

exercise, the vesting and exercise as per the terms of grant shall continue in case

of such transferred or deputed employee even after the transfer or deputation.

Requirements of vesting and period of vesting

Vesting of options may commence after a period of not less than one year from

the date of grant. The vesting may occur in one or more tranches, subject to the

terms and conditions of vesting, as stipulated in the ESOP - 2018.

Following table shall be applicable in case of various scenarios (during

employment) for vesting and exercising:

Sr.

No.

Separations Vested Options Unvested Options

1 Resignation All Vested Options as on

date of submission of

resignation may be

exercised by the Option

Grantee on or before his last

All Unvested Options on the

date of submission of

resignation shall stand

cancelled with effect from

that date.

16

*The Board/ Committee, at its sole discretion shall decide the date of cancellation

of Option’s and such decision shall be binding on all concerned.

Maximum period within which the options shall be vested

working day with the

Company.

2 Termination

(With or without

cause)

All Vested Options which

were not allotted at the time

of such termination shall

stand cancelled with effect

from the date of such

termination.

All Unvested Options on the

date of such termination

shall stand cancelled with

effect from the termination

date.

3 Retirement or

early

Retirement

approved by

the Company

All Vested Options as on

date of retirement may be

exercised by the Option

Grantee within permitted

exercise period.

All Unvested Options shall

vest as per original vesting

schedule and may be

exercised by the Option

Grantee within permitted

exercise period.

4 Death All Vested Options may be

exercised by the Option

Grantee’s nominee or legal

heir immediately after, but in

no event later than 6 months

from the date of Death.

All the Unvested Options as

on the date of death shall

vest immediately and may

be exercised by the Option

Grantee’s nominee or legal

heir/s within 6 months from

the date of Death.

5 Permanent

Disability

All Vested Options may be

exercised by the Option

Grantee or, if the Option

Grantee is himself, unable to

exercise due to such

disability, the nominee or

legal heir, immediately after,

but in no event later than 6

months from the date of

such disability.

All the Unvested Options as

on the date of such

Permanent Disability shall

vest immediately and can

be exercised by the Option

Grantee or, if the Option

Grantee is himself unable

to exercise due to such

incapacity, the nominee or

legal heir immediately

after, but in no event later

than 6 months from the

date of such disability.

6 Abandonment* All the Vested Options shall

stand cancelled.

All the Unvested Options

shall stand cancelled.

7 Other reasons

apart from

those

mentioned

above

The Committee shall decide

whether the Vested Options

as on that date can be

exercised by the Option

Grantee or not, and such

decision shall be final.

All Unvested Options on the

date of separation shall

stand cancelled with

effect from that date.

17

The maximum vesting period may extend up to 5 years from the date of grant of

options, unless otherwise decided by the Nomination and Remuneration

Committee.

Exercise price or pricing formula

Exercise Price means the price at which the Option Grantee is entitled to acquire

the equity shares pursuant to the options granted and vested in him/her under the

Scheme.

The Exercise Price shall be equal to Rs. 10/- (Rupees Ten only) per option or any

other price as may be decided by the Committee. In any case, the Exercise Price

per Option shall not be less than the face value of shares and it may be different

for different class/ classes of Employees falling in the same tranche of grant of

Options issued under ESOP – 2018.

Exercise period and process of exercise

The Exercise period shall not be more than 5 years from the date of respective

vesting of Options. The options granted may be exercised by the Grantee at one

time or at various points of time within the exercise period as determined by the

Committee from time to time.

The Vested options shall be exercisable by the employees by a written application

(which will include making applications online using any ESOP administration

software) to the Company expressing his/ her desire to exercise such options in

such manner and on such format as may be prescribed by the Nomination and

Remuneration Committee from time to time. The options shall lapse if not exercised

within the specified exercise period. The options may also lapse, under certain

circumstances even before the expiry of the specified exercise period.

Payment of the Exercise Price shall be made by a crossed cheque or a demand

draft drawn in favour of the Company, or by any other payment methods

prevalent in RBI recognized banking channels or in such other manner and subject

to such procedures as the Board/Committee may decide.

Appraisal Process for determining the eligibility of Employees to the Scheme.

The appraisal process for determining the eligibility of the Employee will be

specified by the Nomination and Remuneration Committee and will be based on

criteria such as the grade of Employee, length of service, performance record,

merit of the Employee, future potential contribution by the Employee and/or by

any such criteria that may be determined by the Nomination and Remuneration

Committee.

Maximum number of options to be issued per Employee and in the aggregate

The number of Options that may be granted to any specific employee under ESOP

- 2018 shall not exceed the number of Shares equivalent to 1% of the Issued Share

Capital of the Company and in aggregate if the prior specific approval from

members of the Company through a special resolution to this effect is not

obtained.

18

Certificate from auditors

The Board of Directors shall at each annual general meeting place before the

shareholders a certificate from the auditors of the company that the scheme(s)

has been implemented in accordance with the prescribed regulations and in

accordance with the resolution of the company in the general meeting.

Whether the scheme is to be implemented and administered directly by the

Company or through a trust

The Scheme will be implemented directly by the Company under the guidance of

the Nomination and Remuneration Committee of the Board.

Whether scheme involves new issue of shares by the Company or Secondary

acquisition by the trust

The Scheme will involve only new issue of shares by the Company.

Disclosure and accounting policies

The Company shall conform to the accounting policies specified by Securities &

Exchange Board of India as per the SEBI ESOS Regulations, amended from time to

time and relevant Accounting Standard as may be prescribed by the Institute of

Chartered Accountants of India (ICAI) from time to time.

Method of Valuation

The Company follows fair value method for computing the compensation cost, if

any, for the options granted. The company will follow IFRS/ IND AS/ any other

requirements for the same.

Rights of the option holder

The employee shall not have right to receive any dividend or to vote or in any

manner enjoy the benefits of a shareholder in respect of option granted to him, till

shares are allotted upon exercise of option.

Consequence of failure to exercise option

All unexercised options shall lapse if not exercised on or before the exercised period

ends. The amount payable by the employee, if any, at the time of grant of option,

-

may be forfeited by the company if the option is not exercised by the employee

within the exercise period; or

may be refunded to the employee if the options are not vested due to non-

fulfilment of conditions relating to vesting of option as per the Scheme.

Other terms

19

The Board or Nomination and Remuneration Committee shall have the absolute

authority to vary, modify or alter the terms of the Scheme in accordance with the

regulations and guidelines as prescribed by the Securities and Exchange Board of

India or regulations that may be issued by any appropriate authority, from time to

time, unless such variation, modification or alteration is detrimental to the interest

of the Option Grantees.

The Board or Nomination and Remuneration Committee may, if it deems

necessary, modify, change, vary, amend, suspend or terminate the ESOP - 2018,

subject to compliance with the Applicable Laws and Regulations.

The shares may be allotted directly to the Option Grantees in accordance with the

Scheme and such Scheme may also contain provisions for providing financial

assistance to the Employees to enable the Employees to acquire or subscribe to

the shares.

As the Scheme would entail further shares to be offered to persons other than

existing Members of the Company, consent of the members is sought pursuant to

the provisions of section 42 and 62 (1) (b) and all other applicable provisions, if any,

of the Companies Act, 2013 and as per the requirement of Clause 6 of the SEBI

ESOS Regulations.

Additionally, the resolution set out at Item No. 5 provides that a Company may

grant option to an employee and to a director of the Company not exceeding

one per cent of the issued capital of the Company in one year. However, the

Company may identify certain employee/s to whom it may be necessary to grant

option exceeding one per cent in one year to ensure continuity of their service with

the Company. The resolution as set out in Item No. 3 provides that the Company

may grant option equal to or exceeding One per cent but not exceeding Five per

cent in One year to identified employee/s or director/s of the Company.

None of the Directors and Key Managerial Personnel of the Company including

their relatives are interested or concerned in the resolution No. 5, except to the

extent of their shareholding entitlements, if any, under the ESOP Scheme.

Your Directors recommend the Resolution set out in ItemNo. 5 of the Notice for

adoption by the Shareholders as Special Resolution(s).

Item No 6

Ms. Tanvi Auti is getting the remuneration as the Managing Director of the

Company since 25th November, 2016. She is entrusted with the responsibilities of

overall management of the affairs of the Company, subject to the supervision,

control of the Board of Directors. During her tenure as the Managing Director, the

Company has achieved many milestones within a short period of time. During her

tenure; considering her valuable contribution to the growth of the Company and

her expertise and knowledge in the business of the Company, the Board of

Directors decided to pay remuneration for a period of 3 (three) years w.e.f.

December 21, 2016.

20

At the recommendation of the Nomination and Remuneration Committee, the

Board of Directors at their meeting held on June 30, 2018 approved the

remuneration, as detailed below to be paid to Ms. Tanvi Auti, Managing Director

w.e.f 1st April, 2018 to her remaining tenure till December 20, 2019, subject to

approval of members at this Annual General Meeting.

I. SALARY

Basic Salary: At the rate of Rs. 4,00,000/- (Rupees Four lacs) per month

w.e.f. 01-04-2018 to 20-12-2019.

II. PERQUISITES

a) Leave Salary: As per Companies Rule governed to all employees, if

paid.

b) Exgratia/Bonus/Gratuity/PF etc.: As per Companies Rule governed to

all employees, if paid.

c) Other Pequisites:

i) Rent free furnished accommodation, if required.

ii) Re-imbursement of medical expenses on self & family, if needed &

required.

iii) Payment of Club Fees in relation to promotion of the business of the

company and/or any personal nature. The same will be treated as

wholly & exclusively for the purpose of business of the company and

not to be considered as taxable perquisite in the hands of Ms. Tanvi

Auti.

iv) Car with or without driver, telephone at residence and mobile

phone etc. provided for the purpose of Company’s business. The

same will be treated as wholly & exclusively for the purpose of

business of the company and not to be considered as taxable

perquisite in the hands of Ms. Tanvi Auti.

III. TERMINATION

The office of Managing Director may be terminated by the Company or

the concerned Director by giving the Three (3) month prior notice in

writing.”

IV. SITTING FEES

No sitting fees shall be paid.

Except Ms. Tanvi Auti and Mr. Pandurang Dandawate, none of the Directors and

Key Managerial Personnel of the Company including their relatives are interested

or concerned in the resolution No. 6, except to the extent of their equity holding in

the Company, if any.

The Board recommend the Special Resolution set out in Item No. 6 of the Notice for

approval of the shareholders.

21

Item No. 7

Mr. Sandeep Dandawate is getting the remuneration as the Executive

Director of the Company since 25th November, 2016. During his tenure as the

Executive Director, his contribution towards the successful IPO of the

Company under the SME Segment was to a great extent. During his tenure;

considering his valuable contribution to the success of the IPO and listing of

the Company on BSE – under SME Segment, the Board of Directors decided

to pay remuneration w.e.f. November 25, 2016.

At the recommendation of the Nomination and Remuneration Committee,

the Board of Directors at their meeting held on June 30, 2018 approved the

remuneration, as detailed below, to be paid to Mr. Sandeep Dandawate,

w.e.f 1st April, 2018 for a period of 3 (three) years, subject to liable to retire

by rotation and subject to the approval of members at this Annual General

Meeting.

II. SALARY

Basic Salary: At the rate of Rs. 3,00,000/- (Rupees Three Lacs) per month

w.e.f. 01-04-2018 for a period of 3 (three) years.

II. PERQUISITES

d) Leave Salary: As per Companies Rule governed to all employees, if

paid.

e) Exgratia/Bonus/Gratuity/PF etc.: As per Companies Rule governed to

all employees, if paid.

f) Other Pequisites:

v) Rent free furnished accommodation, if required.

vi) Re-imbursement of medical expenses on self & family, if needed &

required.

vii) Payment of Club Fees in relation to promotion of the business of the

company and/or any personal nature. The same will be treated as

wholly & exclusively for the purpose of business of the company and

not to be considered as taxable perquisite in the hands of Mr.

Sandeep Dandawate.

viii) Car with or without driver, telephone at residence and mobile

phone etc. provided for the purpose of Company’s business. The

same will be treated as wholly & exclusively for the purpose of

business of the company and not to be considered as taxable

perquisite in the hands of Mr. Sandeep Dandawate.

III. TERMINATION

The office of Executive Director may be terminated by the Company or

the concerned Director by giving the 3 (Three) month prior notice in

writing.”

22

IV. SITTING FEES

No sitting fees shall be paid.

Except Mr. Sandeep Dandawate and Mr. Pandurang Dandawate, none of the

Directors and Key Managerial Personnel of the Company including their relatives

are interested or concerned in the resolution No. 7, except to the extent of their

equity holding in the Company, if any.

The Board recommend the Special Resolution set out in Item No. 7 of the Notice for

approval of the shareholders.

Item No.8

Pursuant to Regulation 23 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (“SEBI (LODR) Regulations, 2015”), a transaction

with a related party shall be considered material if the transaction(s) to be entered

into individually or taken together with previous transactions during a financial

year, exceeds ten percent of the annual consolidated turnover of the listed entity

as per the last audited financial statements of the listed entity and all material

related party transactions shall require approval of the shareholders of the

Company.

The details of the Material Related Party Transactions executed or to be executed

are given below:

Sr.

N

o

Name of the

Related Party

Name

of the

Director

or Key

Manag

erial

Personn

el who

is

related,

if any

Nature

of

relations

hip

Nature and

particulars

of contract

or

arrangeme

nt

Contract

Value

(In Rs.)

(approx._

Any other

information

relevant or

important

for the

members

to take a

decision

on the

proposed

resolution

1 Samarth Softech

Solutions Pvt. Ltd.

NA Service Consultancy

Services for

traffic

survey

197.942

lacs

NA

The SEBI (LODR) Regulations, 2015, also requires that all material related party

transactions shall require approval of the shareholders through ordinary resolution.

On recommendation of the Audit Committee, the Board of Directors of the

Company at its Meeting(s) held on June 30, 2018 approved the proposed

transaction as may be envisaged. Accordingly, now the Board seeks the approval

of the members by way of Ordinary Resolution under Section 188 of the Companies

Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014

and the SEBI (LODR) Regulations, 2015 to enable the Company to enter into

Related Party Transactions in one or more tranche(es). The Company enters all

related party transactions, including the transactions under consideration in the

ordinary course of business and at arm’s length basis.

Further, pursuant to Regulation 23 of the SEBI (LODR) Regulations, 2015, all entities

falling under the definition of “Related Parties” shall abstain from voting in respect

23

of the resolution proposed at Item No. 7 of the Notice, irrespective of whether the

Related Party is a party to the particular transaction or not.

None of the Directors, Key Managerial Personnel of the Company or any of their

relatives, are concerned or interested in the proposed resolution except to the

extent of their equity holdings in the Company, if any.

The Board recommends the Ordinary Resolution set forth in Item No. 7 of the Notice

for approval of the shareholders.

By and on behalf of the Board of Directors

For Dhruv Consultancy Services Limited

Place: Navi Mumbai

Tanvi Auti

Date: August 11, 2018 Managing Director

Regd. Office: DIN : 07618878

501, Pujit Plaza, Palm Beach Road, Sector - 11,

Opp. K-Star Hotel, Near CBD Station, CBD Belapur,

Navi Mumbai-400614, Maharashtra

CIN: U74999MH2003PLC141887

mail: cs@dhruvconsultancy.in

Tel • Fax: +91 22 27570710

24

Information required as per Regulation 36(3) of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, in respect of the appointment or re-

appointment of Directors at the Annual General Meeting

Particulars Mr. Milind Kulkarni

Brief Resume Mr. Milind Kulkarni is having a

Bachelor degree in civil engineering

and certified by the Indian Institution

of Valuers (India) as a Chartered

Valuer for the Category of

Immovable Property. He is also the

affiliated Life member of the Indian

Institute of Bridge Engineers.

Expertise in specific functional areas Infrastructure Segment

Relationship between Director(s)

inter-se

No

Names of listed entities in which the

person also holds the directorship and

the membership of Committees of the

board

Nil

Number of Shares held in the

Company

Nil

25

ROUTE MAP

to the AGM Venue of Dhruv Consultancy Services Limited

15th Annual General Meeting Monday, 10th September, 2018

VENUE

The Park Hotel, 1, Sector 10, CBD Belapur, Navi Mumbai, Maharashtra -

400614

Note: Map given above is indicative and distance is approximate.

From

Mumbai/Vashi

From Pune/Kharghar

The Park

Hotel

Konkan Bhavan

Reserve

Bank of India

DHRUV CONSULTANCY SERVICES LIMITED

CIN: U74999MH2003PLC141887 Regd. Office:

501, Pujit Plaza, Palm Beach Road, Sector - 11, Opp. K-Star Hotel, Near CBD Station, CBD Belapur, Navi Mumbai-400614, Maharashtra

mail: cs@dhruvconsultancy.in • Website: www.dhruvconsultancy.in Tel • Fax: +91 22 27570710

ATTENDANCE SLIP

Regd. Folio/DP ID & Client ID*: No. of Shares held:

Name and Address of the Shareholder:

I hereby record my presence at the 15th Annual General Meeting of the Company to be held on Monday, the 10th day of September, 2018 at 10.00 a.m. at The Park Hotel, Sector 10, CBD Belapur, Navi Mumbai -400 614.

Signature of the Shareholder/Proxy Present

* Applicable for investors holding shares in electronic form. Note: Shareholders/Proxy holder who wish to attend the Meeting must bring the Attendance Slip to the Meeting and handover at the entrance of the Meeting Hall duly signed. …………………………………………………………………………………………………………………………………………………….

ELECTRONIC VOTING PARTICULARS*

EVEN (E-Voting Event Number)

User ID Password / PIN

* Applicable only in case a Member receives physical copy of the Notice of AGM.

Note: Please read the instructions printed under the Note No. 22 to the Notice of the 15th Annual General Meeting. The e-voting period starts from Friday, September 7, 2018 at 9.00 a.m. (IST) and ends on Sunday, September 9, 2018 at 5.00 p.m. (IST). The voting module shall be disabled by NSDL for voting thereafter.

DHRUV CONSULTANCY SERVICES LIMITED

CIN: U74999MH2003PLC141887 Regd. Office:

501, Pujit Plaza, Palm Beach Road, Sector - 11, Opp. K-Star Hotel, Near CBD Station, CBD Belapur, Navi Mumbai-400614, Maharashtra

mail: cs@dhruvconsultancy.in • Website: www.dhruvconsultancy.in Tel • Fax: +91 22 27570710

PROXY FORM

FORM MGT-11

15TH ANNUAL GENERAL MEETING – MONDAY, 10TH SEPTEMBER, 2018 [Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and

Administration) Rules, 2014]

Name of the Member(s) Registered Address

Email ID Folio No/Client ID/DP ID

I/We, being the member (s) of _____________________ shares of the above named company, hereby appoint

Name & Address Email Signature

or failing him/her

Name & Address Email Signature

or failing him/her

Name & Address Email Signature

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 15th Annual General Meeting of the Company, to be held on the Monday, 10th September, 2018 at 10.00 a.m. at the Park Hotel, Sector 10, CBD Belapur, Navi Mumbai -400 614 and at any adjournment thereof in respect of such resolutions as are indicated below:

Sr. No.

Resolution

Ordinary Business 1. Adoption of the Audited Financial Statements for the Financial Year ended 31st March, 2018 and the Reports of the

Directors and Auditors thereon. 2. Re-appointment of Mr. Milind V Kulkarni (DIN: 06951448) as a Director, who retires by rotation.

3. Ratification of appointment of M/s. Chetan Joshi & Co., Chartered Accountants as Statutory Auditors. 4. Ratification of appointment of M/s. Mittal and Associates, Chartered Accountants as Statutory Auditors.

Special Business

5. Approval of DCSL - Employees Stock Option Plan 2018 and Grant of Options to issue securities

6. Approval for revision in remuneration of Ms. Tanvi Auti (DIN: 07618878), Managing Director of the Company. 7. Approval for revision in remuneration of Mr. Sandeep Dandawate (DIN: 01779289), Executive Director of the

Company.

8. Approval of Related Party Transaction(s).

Signed this ____________ day of _________________, 2018.

Signature of the Shareholder Signature of Proxy Holder(s) Note: This form of proxy in order to be effective, should be duly stamped, completed and signed and must be deposited at the Registered Office of the Company, not less than forty eight hours before the commencement of the Annual General Meeting.

Affix

Revenue

Stamp

DHRUV CONSULTANCY SERVICES LIMITED

CIN: U74999MH2003PLC141887 Regd. Office:

501, Pujit Plaza, Palm Beach Road, Sector - 11, Opp. K-Star Hotel, Near CBD Station, CBD Belapur, Navi Mumbai-400614, Maharashtra

mail: cs@dhruvconsultancy.in • Website: www.dhruvconsultancy.in Tel • Fax: +91 22 27570710

BALLOT FORM (IN LIEU OF E-VOTING)

Name of the Member

Registered Address

Name(s) of Joint Holder(s)

Folio No./ *DP ID & Client ID

I hereby exercise my/our vote(s) in respect of the resolutions set out in the notice of the 15th Annual General Meeting of the Company to be held on Monday, the 10th September, 2018, by sending my/our assent or dissent to the said resolutions by placing tick mark (√) at the appropriate box below:

Sr. No. Resolution Type of Resolution

No. of Equity

Share(s) held

FOR I/We assent

to the resolution

AGAINST I/We

dissent to the

resolution Ordinary Business:

1. Adoption of the Audited Financial Statements for

the Financial Year ended 31st March, 2018 and the

Reports of the Directors and Auditors thereon.

Ordinary

2. Re-appointment of Mr. Milind V Kulkarni (DIN:

06951448) as a Director, who retires by rotation.

Ordinary

3. Ratification of appointment of M/s. Chetan Joshi &

Co., Chartered Accountants as Statutory Auditors.

Ordinary

4. Ratification of appointment of M/s. Mittal and Associates., Chartered Accountants as Statutory Auditors.

Ordinary

Special Business: 5. Approval of DCSL - Employees Stock Option Plan

2018 and Grant of Options to issue securities

Special

6. Approval for revision in remuneration of Ms. Tanvi

Auti (DIN: 07618878), Managing Director of the

Company.

Special

7. Approval for revision in remuneration of Mr. Sandeep Dandawate (DIN: 01779289), Executive Director of the Company.

Special

8. Approval of Related Party Transaction(s). Special

Place : __________________________________ Date : Signature of Member

(*) applicable to investors holding shares in dematerialized form as per Company records.

Note: Kindly read the instructions printed overleaf before filling the form. Valid Ballot Forms received by the scrutinizer by 5.00

p.m. (IST) on Sunday, the 9th day of September, 2018 shall only be considered.

INSTRUCTIONS FOR BALLOT FORM

A. This Ballot Form is provided for the benefit of Members who do not have access to e-voting facility.

B. A Member can opt for only one mode of voting i.e. either through e-voting or by Ballot. If a Member

casts votes by both modes, then voting done through e-voting shall prevail and ballot shall be treated

as invalid.

Process and manner for Members opting to vote by using the Ballot Form.

1. Mr. Atul Kulkarni from Atul Kulkarni & Associates, Practicing Company Secretary (Membership No.

F7592 CP No. 8392) has been appointed as the scrutinizer to scrutinize the voting process

(electronically or otherwise) in a fair and transparent manner.

2. The Form should be signed by the Members as per the specimen signature registered with the

Company/ Depositories. In case of joint holding, the Form should be completed and signed by the

first named Member and in his/her absence, by the next named joint holder. Exercise of vote by

Ballot is not permitted through proxy.

3. In case the shares are held by corporate and institutional members (companies, trusts, societies

etc.), the duly completed Ballot Form should be accompanied by a certified true copy of the relevant

Board Resolution/Authorisation with the specimen signature(s) of the authorised signatory(ies).

4. Votes should be cast in case of each resolution, either in favour or against by putting the tick (√)

mark in the column provided in the Ballot Form.

5. The voting rights of members shall be in proportion of the share held by them in the paid-up equity

share capital of the Company as on Monday, 3rd September, 2018 and as per the Register of Members

of the Company.

6. Duly completed Ballot Form should reach the Scrutinizer not later than Sunday, 9th day of

September, 2018 (5.00 p.m. IST). Ballot Form received after that will be strictly treated as if the reply

from the Members has not been received.

7. A member may request for a duplicate Ballot Form, if so required. However, duly filled in and signed

duplicate Form should reach the Scrutinizer not later than the date and time specified under

instruction No. 6 above.

8. Unsigned, incomplete, improperly or incorrectly tick marked Ballot Forms will be rejected. A Form

will also be rejected if it is received torn, defaced or mutilated to an extent which makes it difficult

for the Scrutinizer to identify either the Member or as to whether the votes are in favour or against

or if the signature cannot be verified.

9. The decision of the Scrutinizer on the validity of the Ballot Form shall be final.

10. The results declared along with Scrutinizer’s report, shall be placed on the Company’s website

www.dhruvconsultancy.in and on the website of the National Securities Depository Limited

(“NSDL”) within two days of the passing of the Resolutions at the AGM of the Company on Monday,

the 10th day of September, 2018 and communicated to BSE Limited, where the shares of the

Company are listed.